As filed with the Securities and Exchange Commission on May 26, 2005.
Registration No. 333-124704
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------
XIOM Corp.
(Name of Small Business Issuer in its Charter)
Delaware 8090 11-3460949
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code Number) Identification No.)
68A Lamar Street
West Babylon, New York 11704
(631) 643-4400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Andrew Mazzone, President
68A Lamar Street
West Babylon, New York 11704
(631) 643-4400
(Name, address, including zip code, and telephone number,
Including area code, of agent for service)
Copies of communications to:
Michael S. Krome, Esq.
8 Teak Court
Lake Grove, New York 11755
Telephone No.: (631) 737-8381
Facsimile No.: (631) 737-8382
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
Calculation of Registration Fee
============================================================================================================
Proposed Proposed Amount
Title Amount Maximum Maximum of
Of Securities to be Offering Price Aggregate Registration
To be Registered Registered Per Share Offering Price (1) Fee (1)
- --------------------- ------------- ----------------- ---------------------- ----------
Common Stock,(1) 500,000(2) $3.00 $ 1,500,000 $ 176.55
Par value $.0001
Per share
Common Stock,(1) 157,062(3) $3.00 $ 471,186 $ 55.13
Par value $.0001
Per share
Common Stock,(1) 157,062(4) $3.00 $ 471,186 $ 55.13
Par value $.0001
Per share
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of computing the amount of the registration fee.
(2) Representing 500,000 shares of common stock for sale by the Company under
a self-underwriting.
(3) Representing the total of 157,062 shares sold pursuant to a private
placement of the Company between January 1, 2005 through March 18, 2005
(4) Representing the total of 157,062 shares underling warrants sold as part
of the private placement of the Company between January 1, 2005 through
March 18, 2005
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
ii
The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
Preliminary Prospectus Subject to Completion dated May 26, 2005
XIOM Corp.
814,124 shares of common stock
------------------------------
Total represents 814,124 shares of common stock of the registrant. Of this
amount, 500,000 shares are to be issued and sold directly by the Company, from
time to time. 157,062 represents shares of Selling Shareholders and an
additional 157,062 represents shares underlying certain warrants issued by the
Company to the Selling Shareholders. The Company will not receive any proceeds
from the shares sold by the Selling Shareholders. The Company will only receive
the proceeds from the sale of the shares by the Company, if sold and/or the
exercise of the warrants held by the Selling Shareholders, if exercised at a
price of $0.75 per share. The Company has paid and intends to pay all expenses
associated with this offering.
MARKET FOR THE SHARES
No market currently exists for our shares. The price reflected in this
Prospectus of $3.00 per share is the initial offering price of shares upon the
effectiveness of this prospectus. At that time the selling shareholders may
offer the shares for this price, until the shares are traded on the OTC Bulletin
Board, if ever. At that time the price will be determined by the market and may
not reflect the initial price of our shares after the offering. We cannot make
any prediction at what range our shares will trade at, if any.
The securities offered in this prospectus involve a high degree of risk. You
should carefully consider the factors described under the heading "Risk Factors"
beginning on Page 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------------------------
TABLE OF CONTENTS
Page
----
Prospectus Summary ......................................................... 3
The Offering ............................................................... 3
Summary Financial Information .............................................. 4
Risk Factors ............................................................... 5
Use of Proceeds ............................................................ 9
Determination of Offering Price ............................................ 9
Dividends .................................................................. 10
Management's Discussion and Analysis or Plan of Operation .................. 10
Business of the Company .................................................... 10
Off-Balance Sheet Arrangements ............................................. 13
Inflation .................................................................. 13
Government Regulation ...................................................... 13
Management ................................................................. 14
Executive Compensation ..................................................... 15
Description of Property .................................................... 15
Litigation.................................................................. 15
Employment Agreement........................................................ 15
Certain Relationships ...................................................... 15
Principal Stockholders ..................................................... 16
Dilution ................................................................... 17
Offering by Selling Shareholders ........................................... 18
Shares Eligible for Future Sale ............................................ 19
Description of Securities .................................................. 20
Plan of Distribution ....................................................... 20
Indemnification of Directors and Officers .................................. 21
Delaware Business Combination Provisions ................................... 22
Where You Can Find More Information ........................................ 23
Transfer Agent ............................................................. 23
Interest of Named Experts and Counsel ...................................... 23
Legal Matters .............................................................. 23
Experts .................................................................... 23
Financial Statements ....................................................... 24
2
PROSPECTUS SUMMARY
This prospectus summary highlights selected information contained elsewhere in
this prospectus. You should read the following summary together with the more
detailed information regarding our company and the shares of common stock being
sold in this offering, which information appears elsewhere in this prospectus.
ABOUT OUR COMPANY
Panama Industries, Ltd. was incorporated in Delaware on March 2, 1998. The
previous parent of Panama Industries, Ltd., Thermaltec International Corp. now
Humana Trans Service Corp. ("HTSC"), and traded publicly, was incorporated in
1994 under the laws of the State of Delaware. It was engaged in the thermal
spray metal coating industry as a subsidiary of HTSC. Panama Industries, Ltd.
was subsequently spun out of HTSC in July of 2001. This endeavor has changed to
develop Thermal Deposition Polymer Coatings (TDPC). The company changed its name
to Xiom Corp. in August 2004. Xiom Corp is engaged in the thermal spray coating
industry. It's primary business objective, to date, is to establish and support
thermal spray coating shops throughout the world.
TDPC is a technology used by Xiom Corp. to coat a substrate (surface) with
plastics and plastic metal formulas. The coating material utilized depends upon
the requirements of each specific application.
How our company is organized
Panama Industries, Ltd. was incorporated in Delaware on March 2, 1998. It
was engaged in the thermal spray metal coating industry as a subsidiary of HTSC.
The previous parent of Panama Industries, Ltd., Thermaltec International Corp.
now Humana Trans Service Corp. (HTSC) was incorporated in 1994 under the laws of
the State of Delaware. It was subsequently spun out of HTSC in July of 2001.
Shareholders in the former parent company were issued shares in the spin-off at
the time of the transaction. The company changed its name to Xiom Corp. in
August 2004.
Where you can find us
Our corporate offices are located at 513 Dryden Street, Westbury, New York
11740. Our manufacturing facility is located at 68A Lamar Street, West Babylon,
New York. XIOM'S telephone number is 631) 643- 4400.
THE OFFERING
Shares offered in this offering to be sold by Company 500,000 shares
Shares offered by Selling Shareholders 157,062 shares
Shares underlying Warrants 157,062 shares
Shares Outstanding as of March 31, 2005: 5,800,925 shares
Not including shares to be sold by the Company pursuant to this
Registration Statement or issued pursuant to exercise of warrants
Shares Outstanding after sale of shares to be sold
by the Company and exercise of all warrants 6,457,987 shares
3
Use of Proceeds - XIOM Corp. will not receive any proceeds from the sale of the
shares by the Selling Shareholders. XIOM Corp. will receive the proceeds of the,
500,000 shares, to be sold in the future directly by the Company, from time to
time. The Company will only receive the proceeds from the sale of the shares by
the Company, if sold and/or the exercise of the warrants held by the Selling
Shareholders, if exercised at a price of $0.75 per share. There is no guarantee
that the additional shares will be sold or that the warrants will be exercised.
Our Trading Symbol
The Common Stock of XIOM, Corp. does not have a trading symbol at this
time.
The price of the shares we are offering was arbitrarily determined. The
offering price bears no relationship whatsoever to our assets, earnings, book
value or other criteria of value.
Number of Holders - As of September 30, 2004, there were approximately 548
record holders of common stock and/or options.
SUMMARY FINANCIAL INFORMATION
September 30, 2004 September 30, 2003
Balance Sheet Data:
Total Assets $ 191,780 $ 102,739
Total Liabilities $ 91,416 $ 82,111
Total Stockholders' Equity $ 100,364 $ 20,628
Statement of Operations:
Revenues $ 114,479 $ 143,973
Expenses $ 229,083 $ 119,883
Net Profit (Loss) (114,604) $ 24,090
Basic and Diluted Income (Loss) Per Share (0.03) 0.01
Weighted Average No. Shares Used
In Computing Income (Loss) Per Share 3,970,602 3,632,973
4
RISK FACTORS
An investment in our common stock is highly speculative and involves a
high degree of risk. Therefore, you should consider all of the risk factors
discussed below, as well as the other information contained in this document.
You should not invest in our common stock unless you can afford to lose your
entire investment and you are not dependent on the funds you are investing.
Risk Factors Related to XIOM Corp:
We may continue to lose money, and if we do not achieve profitability, we may
not be able to continue our business.
Through December 31, 2004, we have generated limited revenues from
operations, have incurred substantial expenses and have sustained losses. In
addition, we expect to continue to incur significant operating expenses. As a
result, we will need to generate significant revenues to achieve profitability,
which may not occur. We expect our operating expenses to increase as a result of
our planned expansion. Even if we do achieve profitability, we may be unable to
sustain or increase profitability on a quarterly or annual basis in the future.
We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses
and cash flow, some of which could be significant. Results of operations will
depend upon numerous factors, some beyond our control, including regulatory
actions, market acceptance of our products and services, new products and
service introductions, and competition.
We are dependent on our key personnel and if we lose those personnel, our
business would fail.
Our future success depends, in significant part, upon the continued
service of our senior management. The loss of any of these individuals,
particularly in the early stages of our operations, would hurt our business. We
do not maintain key man life insurance covering any of our personnel. Our future
success also depends on our continuing ability to attract and retain highly
qualified personnel. Competition for such personnel is intense, and we may
experience difficulties in attracting the required number of such individuals.
If we were unable to hire and retain personnel in key positions, our business
would fail. As a result, we might incur substantially more expenses than income
and might not have enough resources to fund growth that may be commercially
viable. If we are not able to successfully initiate our marketing program, we
may not be able to generate enough sales to our vendors or through our web site
and become a viable company.
Some of our competitors may be able to use their financial strength to dominate
the market, which may affect our ability to generate revenues.
Some of our competitors may be much larger companies than us and very well
capitalized. They could choose to use their greater resources to finance their
continued participation and penetration of this market, which may impede our
ability to generate sufficient revenue to cover our costs.
5
We will need additional capital to finance our business plan and such financing
may be unavailable or too costly.
Our ability to research and develop the core technologies we are planning
to utilize is dependent on our ability to secure financing and allocate
sufficient funds required to support our marketing activity. Additional
financing may not be available on favorable terms or even at all. If we raise
additional funds by selling stock, the percentage ownership of our then current
stockholders will be reduced. If we cannot raise adequate funds to satisfy our
capital requirements, we may have to limit our operations significantly. Our
ability to raise additional funds may diminish if the public equity markets
become less supportive of the industry.
Risks Related to Offering:
Management beneficially owns approximately 36.9% of our common stock and their
interest could conflict with yours.
Our Chairman and President, Andrew B. Mazzone and other management
beneficially own approximately 36.9% of our outstanding common stock. As a
result, Mr. Mazzone and management may be able to influence all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. Such concentration of ownership may also
have the effect of delaying or preventing a change in control, which may be to
the benefit of the directors and executive officers but not in the interest of
the shareholders.
Future sales of common stock by our existing shareholders could adversely affect
our stock price.
As of March 31, 2005, XIOM Corp., Inc. has 5,800,925 outstanding shares of
Common Stock, not assuming the exercise of all the warrants and sale of the
stock directly by the Company in this offering. 500,000 additional shares are
being registered with this offering, along with 152,067 shares underlying the
warrants. Of the total shares outstanding as of March 31, 2005, a total of
5,576,373 belong to shareholders subject to Rule 144, and are "restricted
securities" as defined under Rule 144, substantially all of which are available
for sale in the public market, subject to the provisions of Rule 144 under the
Securities Act, or pursuant to this Registration Statement. Sales of substantial
amounts of Common Stock in the public market, or the perception that such sales
will occur, could have a materially negative effect on the market price of our
Common Stock. This problem would be exacerbated if we continue to issue Common
Stock in exchange for services.
We expect to issue additional stock in the future to finance our business plan
and the potential dilution caused by the issuance of stock in the future may
cause the price of our common stock to drop.
As of March 31, 2005, we had 5,800,925 outstanding shares of Common Stock,
not assuming the exercise of all the warrants. If all the shares of stock being
offered directly by the Company in this offering were sold, and all warrants
were exercised, we would have a total of 6,457,987 issued and outstanding.
Subsequent to the effective date of this offering, we may need to raise
additional capital, which may then result in the issuance of additional shares
of common stock, or debt instruments. Shares may be issued under an available
exemption, a later registration statement, or both. If and when additional
shares are issued, it may cause dilution in the value of shares purchased in
this offering and may cause the price of our common stock to drop. These factors
could also make it more difficult to raise funds through future offerings of
common stock.
6
Our directors have limited liability and therefore cannot be held liable for
monetary damages.
The Certificate of Incorporation of the Company provides indemnification
to the fullest extent permitted by Delaware law for any person whom the Company
may indemnify thereunder, including directors, officers, employees and agents of
the Company. In addition, the Certificate of Incorporation, as permitted under
the Delaware General Corporation Law, eliminates the personal liability of the
directors to the Company or any of its stockholders for damages for breaches of
their fiduciary duty as directors. As a result of the inclusion of such
provision, stockholders may be unable to recover damages against directors for
actions taken by directors which constitute negligence or gross negligence or
that are in violation of their fiduciary duties. The inclusion of this provision
in the Company's Certificate of Incorporation may reduce the likelihood of
derivative litigation against directors and other types of stockholder
litigation, even though such action, if successful, might otherwise benefit the
Company and its stockholders.
We may not be able to obtain a trading market for your shares.
Trading in our Common Stock, if any, is intended to be conducted on the
OTC Bulletin Board operated by the NASD, if and when, we obtain a listing. We
have made application to the NASD to list these shares on the Over the Counter
Bulletin Board operated by the NASD. Said application is still pending. Because
we may not be able to obtain or maintain a listing on the OTC Bulletin Board,
your shares may be more difficult to sell. However, if we are unable to qualify
for this listing, or if we will become unable to maintain our listing on the OTC
Bulletin Board, we believe that our stock will trade on over-the-counter market
in the so-called "pink sheets". Consequently, selling your Common Stock would be
more difficult because only smaller quantities of stock could be bought and
sold, transactions could be delayed, and security analysts' and news media's
coverage of Medivisor, Inc. may be reduced. These factors could result in lower
prices and larger spreads in the bid and ask prices for our stock.
It is more difficult for our shareholders to sell their shares because we are
not, and may never be, eligible for NASDAQ or any National Stock Exchange.
We are not presently, nor is it likely that for the foreseeable future we
will be, eligible for inclusion in NASDAQ or for listing on any United States
national stock exchange. To be eligible to be included in NASDAQ, a company is
required to have not less than $4,000,000 in net tangible assets, a public float
with a market value of not less than $5,000,000, and a minimum bid price of
$4.00 per share. At the present time, we are unable to state when, if ever, we
will meet the NASDAQ application standards. Unless we are able to increase our
net worth and market valuation substantially, either through the accumulation of
surplus out of earned income or successful capital raising financing activities,
we will never be able to meet the eligibility requirements of NASDAQ. As a
result, it will more difficult for holders of our common stock to resell their
shares to third parties or otherwise, which could have a material adverse effect
on the liquidity and market price of our common stock
7
We may require additional funds to achieve our current business strategy, which
we may not be able to obtain.
XIOM CORP. is a relatively new business entity with limited capital
resources. Its future plans may require significant capital, which may not be
available on an as needed basis to XIOM CORP. Moreover, XIOM CORP. will be in
competition with numerous entities also offering franchise opportunities, with
greater financial, personnel and market resources. If XIOM Corp.'s capital is
insufficient to impact and reach the targeted market, XIOM CORP. may not achieve
its intended goals or succeed in its industry.
This Prospectus contains forward-looking statements, which involve risks
and uncertainties. Such forward-looking statements include, but are not limited
to, statements regarding future events and our plans and expectations. XIOM
Corp.'s actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth in the proceeding risk factors and elsewhere in this Prospectus. In
addition to the other information in this Prospectus, the foregoing risk factors
should be considered carefully in evaluating XIOM Corp. and our business before
purchasing the Common Stock offered by this Prospectus.
Risks of Leverage; Debt Service Requirements.
The Company expects to utilize the maximum amount of debt financing
available to it in connection with the acquisition and construction of its
network infrastructure. The Company's debt to equity ratio is likely to be high
at the commencement of operations. High leverage creates risks, including the
risk of default as well as operating and financing constraints likely to be
imposed by prospective lenders. The interest expense associated with the
Company's anticipated debt burden may be substantial and may create a
significant drain on the Company's future cash flow, especially in the early
years of operation. Any such operating or financing constraints imposed by the
Company's lenders as well as the interest expense created by the Company's debt
burden could place the Company at a disadvantage relative to other better
capitalized service providers and increase the impact of competitive pressures
within the Company's markets
No assurances.
All investments will be available for use by the Company immediately upon
payment and subscription by the investor and will not be available for refund to
investors if the offering fails to raise sufficient funds to complete the
business plan of the Company. Investors can have no assurances that the Company
will be able to raise funds from other sources to complete its business plan.
Competition.
The Company faces substantial competition from a number of providers of
similar services. Many of the Company's competitors, particularly those
competitors who are large, have substantially greater financial, manufacturing,
marketing and technical resources, have greater name recognition and customer
allegiance than the Company. This may affect our ability to attract business and
limit the opportunities to generate revenues.
Forward Looking Information
Certain statements in this document are forward-looking in nature and
relate to trends and events that may affect the Company's future financial
position and operating results. The words "expect" "anticipate" and similar
words or expressions are to identify forward-looking statements. These
statements speak only as of the date of the document; those statements are based
on current expectations, are inherently uncertain and should be viewed with
caution. Actual results may differ materially from the forward-looking
statements as a result of many factors, including changes in economic conditions
and other unanticipated events and conditions. It is not possible to foresee or
to identify all such factors. The Company makes no commitment to update any
forward-looking statement or to disclose any facts, events or circumstances
after the date of this document that may affect the accuracy of any
forward-looking statement.
8
Reliance on Management.
The investors will have no rights to participate in the above-described
management decisions of the Company; the shareholder will only have such rights
as other shareholders.
USE OF PROCEEDS
XIOM Corp. will not receive any proceeds from the sale of the shares by the
Selling Shareholders. XIOM Corp. will receive the proceeds of the 500,000 shares
to be sold directly by the Company, from time to time. The Company will only
receive the proceeds from the sale of the shares by the Company, if sold and/or
the exercise of the warrants held by the Selling Shareholders, if exercised at a
price of $0.75 per share. There is no guarantee that the additional shares will
be sold or that the warrants will be exercised.
As of March 31, 2005, we have limited cash. Should we succeed in raising funds
through the sale of Shares, we plan to use the funds for working capital,
building inventory and for reduction of debt of the Company
DETERMINATION OF OFFERING PRICE
Before this offering, there has been no public market for the shares of
our common stock. Accordingly, the price of the common shares stated in this
prospectus $3.00 was determined by an arbitrary process based upon our internal,
subjective evaluation. Among the factors considered in determining the initial
estimated price of the common shares were:
1. Our history and our prospects;
2. The industry in which we operate;
3. The status and development prospects for our proposed products and
services;
4. Our past and present operating results;
5. The previous experience of our executive officers; and
6. The general condition of the securities markets at the time of this
offering.
The offering price stated on the cover page of this prospectus should not
be considered an indication of the actual value of the shares of common stock
offered in this prospectus. That price is subject to change as a result of
market conditions and other factors, and we cannot assure you that the common
stock can be resold at or above the initial public offering price.
DIVIDENDS
We have never paid a cash dividend on our common stock. It is our present
policy to retain earnings, if any, to finance the development and growth of our
business. Accordingly, we do not anticipate that cash dividends will be paid
until our earnings and financial condition justify such dividends, and there can
be no assurance that we can achieve such earnings.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following is our plan of operation for the following 12 months, and
should be read in conjunction with our financial statements and notes thereto
appearing in this prospectus.
The Company expects it has enough cash resources and revenue to cover
expenses for the foreseeable future, i.e., through the second quarter of 2005,
and possibly into the third quarter. However, without increased revenues or
additional capital, it is extremely likely that our marketing plan will not be
able to be completed. This would significantly hamper out efforts to enter into
the product niche as and when we would like.
The source of liquidity would come from two sources. Internally, as we
increase sales, we would be able to increase the acquisition of raw materials
and increase production. This would increase the liquidity of the Company.
Externally, we would gain liquidity from the sale of the shares being offering
in this offering, and from the exercise of the warrants by the shareholders from
the recent private placement.
There are no known trends, events or uncertainties that have or are
reasonably likely to have a material impact on the Company's short-term or
long-term liquidity, other than the inability to sell our products, or the
failure to sell any of the shares offered in this offering or the exercise of
the warrants by the shareholders.
The company does not expect to significantly increase its employees in the
next fiscal year. We do not expect to increase our manufacturing facilities or
purchase equipment, other than raw materials.
BUSINESS OF THE COMPANY - PRINCIPAL PRODUCTS AND SERVICES
The coatings utilized by Xiom Corp. are produced from materials in the
form of plastic powder. The material is melted in a heat source, and projected
onto a substrate by a mixture of air flammable gases to form the coating. The
air, flammable gases and coating are brought together in a flame in the nozzle
of a specialized and patented gun where the coating is melted and sprayed
forward onto the surface to be coated. The gases and molten coating are cooled
by the surface and the coating adheres to the surface.
TDPC technology can be utilized in any situation in which surfaces are
worn from use or exposed to erosion or corrosion. A few of the most common
targeted applicators are:
Painters
Contractors
Powder Coaters
Maintenance Personnel
Industries that may have a need for the Company's products are:
Oil
Chemical
Ship-building
Construction
Printing
Paper Manufacturing
Agriculture
Protective Coatings
Food-processing
The Military
10
The Company currently manufactures and distributes The Xiom 1000 polymer
multicoat spray system.
A new TDPC process designed and patented by Xiom's engineers provides
unique combinations of versatile coatings. The specialized spray gun deposits
plastics, plastic with additives, and plastic with metals. These specially
engineered plastic materials transform the performance and cost structure of
powder painting to prolong the life of structures and materials. For many
surface problems, Xiom has developed unique standard protective solutions. Xiom
also provides custom applications for plastic coating needs in surface
protection situations.
The Xiom 1000 polymer spray system with a specialized Xiom coating can be used
to:
Control marine growth on boat hulls
Protect outside metal/wood/concrete structures
To give industrial rolls release and wear protection
Control graffiti
Control mold
Encapsulating coating for treated wood
Create Non-skid coatings
Some other desirable characteristics of our process are:
Cost-effective
No VOCs (volatile organic compounds)
Easier to apply than paint
Lasts 7 to 10 times longer than paint
Uses a completely portable console, spray gun, hoses and
powder feeder
Cures instantly; needs no curing oven
Can be applied to wood, brick, masonry, steel, glass, metal
and ceramics
Our coatings can provide Anti-Microbial protection. The anti-microbial
compound can preserve property, and suppress bacteria. The anti-microbial
compound is designed to serve in plastic coating as a major line of defense in
combating microorganisms. When coupled with other hygienic measures, it provides
extra protection.
Our current Research Projects:
Biocidal additives to Nylon co-polymers (Platamid), polyetheramid (Pebax),
and polyethylene or polyethylene with process aid materials (Pebax).
Magnetic Radar Absorbent Materials (MagRAM)
Anti-foul coating for weight reduction, elimination of toxic compounds,
increased durability and longevity of coatings, and reduced drag. This
application is directed to civilian and military marine vessels.
11
Zero Degree Clearance coatings using our process with polyester/Aluminum
materials as a reduced cost and ease of application replacement for abradable
coatings. As a water-jet propulsion enhancement for marine applications, the
anti-foul material with aluminum can be used. This application is directed
toward the Aircraft Industry and Boating Industry.
Release Coatings are another development of Xiom.
These are coatings, which possess seemingly disparate functions of both
grip and non-stick or release properties, are a vital requirement in the paper
and other processing industries. A given component must often move paper through
the line without slippage but, at the same time, it must be able to do so
without glue or processed paper sticking to the part. Currently sprayed coatings
to meet release and grip needs are applied in three steps:
1. A base coating of metal, oxide ceramic or carbide is applied to the
substrate.
2. A top coating of plastic, Teflon, etc. is applied to the base
coating.
3. The two-part coating is then removed and placed in an oven for
elevated temp cure.
Xiom's unique process method permits deposition of cured composite coatings in
one step.
Our coating materials consist of a plastic powder matrix in combination
with lesser additives from a family of metal alloys, carbides or oxide ceramics
plus Teflons, silicones and siloxane release materials.
The specific composition of each coating is designed to maximize:
Wear resistance
Corrosion resistance
Non-stick and release properties
Gripping is a function of surface morphology which is controlled by
adjusting the particle size of the metal constituent in the starting powder.
Spraying these coatings is relatively simple. For instance, to apply a
composite Teflon plus nickel alloy coating, the applicator merely loads Xiom's
composite powder in the Xiom 1000 fluidized powder feeder and is ready to spray.
By following some simple instructions, an applicator can accomplish both
spraying and curing in one step.
Xiom is currently offering two base powders:
1. Xiom LT1, a low temperature plastic with maximum operating temp to
300F. Contains nickel alloy for wear resistance and Teflon and
siloxane for non-stick properties.
2. Xiom HT1, a relatively high temperature Teflon (FEP) powder with
maximum operating temp to 450F. Contains nickel alloy for wear and
added siloxane for release.
12
Xiom believes that one or both of the above coatings will solve most
industry problems requiring release, wear resistance, and gripping.
Xiom distributors are currently located in New York, Texas, Massachusetts,
South America, and Africa.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
investors.
INFLATION
The amounts presented in the financial statements do not provide for the
effect of inflation on the Company's operations or its financial position.
Amounts shown for machinery, equipment and leasehold improvements and for costs
and expenses reflect historical cost and do not necessarily represent
replacement cost. The net operating losses shown would be greater than reported
if the effects of inflation were reflected either by charging operations with
amounts that represent replacement costs or by using other inflation
adjustments.
GOVERNMENT REGULATIONS
The Company is subject to Workers' Compensation and Safety Laws. XIOM
believes that it has all the necessary licenses from all governmental agencies
to conduct business in the U.S. It has not had any warnings or citations for any
violations. To the best of its knowledge, the Company complies with all
emissions regulations and waste removal regulations. The Company believes its
only exposure would be in the area of Workers' Compensation claims for which it
is insured. The Company doesn't reserve for possible problems in this area
because of its history of not having such problems.
New York State approval pertains to the bridge coating business. We are an
approved vendor by NYS Department of Transportation and if we receive a coating
contract, that contract is monitored daily by NYS inspectors. In Costa Rica, all
our work is by purchase order and is subject to periodic plant inspections by
government safety and emissions inspectors. The Company has received no notice
of violation or citations from such inspections.
The cost of compliance with government regulation is embedded in the cost
of environmentally safe equipment. Government inspection requires assistance by
employees and such assistance is not deemed material by the Company.
New York State Thruway Authority has approved and is currently using
thermal spray coatings as an acceptable method of corrosion protection of bridge
structural steel. XIOM is an approved applicator for New York State Thruway
Authority Bridge Metallizing Projects.
As part of its specifications for thermal spraying New York State has
adopted specifications established by the Society of Protective Coatings (SSPC)
and The American Society for Testing and Materials (ASTM).
13
MANAGEMENT
The directors and officers of the Company are listed below with information
about their respective backgrounds.
Name Age Position
- --------------------------------------------------------------------
Andrew B. Mazzone 63 Chairman, President
Thomas Gardega 57 Vice President, Director
Andrew Mazzone
Mr. Mazzone has been the chairman of the company since its inception in
1998. From 1970 until February 15, 1995, Mr. Mazzone was employed by Metco,
Westbury, NY, a subsidiary of the Perkin Elmer Corp. Mr. Mazzone, as President,
resigned from Sulzer Metco after the acquisition of the Company in 1995. From
1995 to October, 2001 Mr. Mazzone was President of Thermaltec International.
From 1998 to the present Mr. Mazzone has been President of Xiom. Xiom formerly
Panama Industries now consists of the spunout industrial activities of
Thermaltec now known as Humana Trans Services Corp. (HTSC).
Some of the highlights of Andrew Mazzone's Metco career include positions
as Director of Logistics, Director of Sales and Marketing, Director of
Manufacturing, Executive Vice President and President.
Mr. Mazzone has degrees from Babson College, Babson Park, Massachusetts,
in finance and an advanced degree in economics, with a specialty in economic
history. Mr. Mazzone will devote full time to the efforts of the Company (See
"Principal Stockholders").
Thomas Gardega
Mr. Gardega has been an employee of the company since September 24, 1999.
Mr. Gardega brings to the Company a vast knowledge in the heat sprayed plastic
coatings industry. Mr. Gardega was responsible as project manager for all field
operations of electrical construction in the State of South Carolina for Basic
Electrical, Inc. including purchasing, manpower acquisition, managing field
office, project management and scheduling, materials, equipment, permits, and
meetings.
Mr. Gardega has held a position in Perkin Elmer's (a publicly traded
company), division of Metco from 1978 to 1981 as special marketing
representative and field service engineer. His function included training,
customer support, materials, and applicable processes.
Mr. Gardega has held management positions in commercial electrical
contracting projects throughout the United States. He also was President of
National Thermal Spray, Inc., a developer and marketer of thermal coating
systems. He is an acknowledged expert in large scale installation of electrical
and communications systems. He graduated from Empire State College in New York
majoring in business administration.
14
EXECUTIVE COMPENSATION
The officers and directors of Xiom Corp. will be reimbursed only for
documented out-of-pocket expenses, petty cash and by issuing shares for
services.
All directors hold office until the next annual meeting of stockholders
and the election and qualification of their successors. Executive officers are
elected annually by the Board of Directors to hold office until the annual
meeting of shareholders and until their successors are chosen and qualified.
DESCRIPTION OF PROPERTY
XIOM leases office space in Westbury, New York, on a month-to-month basis
for $1,300 per month. In addition, the Company leases a separate manufacturing
and warehouse facility of approximately 1,600 square feet, on a month-to-month
basis for $2,500 per month. Rent expense, net of sub-lease income, for fiscal
2004 and 2003 was approximately $35,600 and $27,500, respectively. The office
space and manufacturing are adequate for the needs of the Company at this time.
However, if it were necessary to expand manufacturing capacity, the Company
would need to relocate its facilities, at an added cost per month. Such location
would be relatively easy to locate, but the initial cost may be excessive for
us.
EMPLOYEES
The company has three full time employees including its Officer/Directors
that are engaged in Company business on a full-time basis. There are no
part-time employees. None of our employees are covered by collective bargaining
agreements. We believe that our relations with our employees are good.
LITIGATION
The Company is not engaged in any litigation.
EMPLOYMENT AGREEMENT
As of the date of this filing we do not have any written employment
agreements with any officer or directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has issued the following shares to affiliates of the Company; the
transactions took place on August 12, 2004:
We issued 150,00 shares of common stock to DRB Consulting, Inc., for accounting
and consulting services for the fiscal years of 2003 and 2004.
15
We issued 200,000 shares of common stock to James W. Zimbler for consulting
services performed by him in the 2004 fiscal year.
We issued to our President, Andrew Mazzone, a total of 500,000 shares of common
stock, in two separate transaction 125,00 shares for the repayment of Officer
Loans to the Company and 375,000 shares for the transfer of certain technology
rights used by the Company.
We issued to our Vice-President, Thomas Gardega, a total of 800,000 shares of
common stock, in two separate transactions, 475,00 shares for the transfer of
certain technology rights used by the Company, and 375,000 shares for the
transfer of certain Patent Rights to the Company
PRINCIPAL STOCKHOLDERS
The following table describes, as of the date of this prospectus, the beneficial
ownership of our Common Stock by persons known to us to own more than 5% of such
stock and the ownership of Common Stock by our directors, and by all officers
and directors as a group.
Percentage of
Number of Shares Owned
Shares Beneficially after sale of
Identity of Stockholder or Group Owned (1) Shares in Offering (2)
- -------------------------------- -------------- ----------------------
Andrew B. Mazzone 1,353,259 20.9%
513 Dryden Street
Westbury, NY 11590
President, Director
Thomas Gardega 1,034,786 16.0%
200 Landmark Rd.
Conway, SC 29527
Executive Vice President, Director
James Zimbler (3) 213,334 *
234 East Collage Avenue
State College, PA 16801
Michael S. Krome, Esq. (3) 40,000 *
8 Teak Court
Lake Grove, NY 11755
- -----------------------
All Officers and Directors as 2,388,045 36.9%
A Group (2 Persons)
* Less than 5%
(1) Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of Common Stock that an individual or entity has a
right to acquire within 60 days pursuant to the exercise of options or
options are deemed to be outstanding for the purposes of computing the
percentage ownership of such individual or entity, but are not deemed to
be outstanding for the purposes of computing the percentage ownership of
any other person or entity shown in the table.
(2) Assumes sale of 500,000 shares by the Company and exercise of all warrants
(3) Mr. Zimbler is a control person, along with another shareholder, Michael
S. Krome, Esq., a holder of 40,000 shares in Alpha Advisors, LLC. The
shares owned by Mr. Zimbler and Alpha total 488,334 and when all of the
ownership percentages are added, the control percentage for Alpha Advisors
LLC is 7.6%, if voted as a block. The shares owned by Mr. Krome and Alpha
total 315,000 and when all of the ownership percentages are added,
equaling 528,334, the control percentage for Alpha Advisors LLC is 4.8%,
if voted as a block. If Mr. Zimbler, Mr. Krome and Alpha are pooled, the
percentage is 8.1%
16
DILUTION
Our net tangible book value as of March 31, 2005 was $ 46,338 or $(.01) per
share of common stock. Net tangible book value per share represents tangible
assets, less liabilities, divided by the number of shares of common stock issued
and outstanding. The following table illustrates the dilution to purchasers of
common stock in this offering at various arbitrarily determined sales levels, at
an assumed public offering price of $ 3 per share. At the sales levels
indicated, our pro forma net tangible book value at March 31, 2005 would have
been $646,338, $946,338, $1,246,338, or $1,546,338 respectively. This represents
an immediate dilution of $2.89, $2.84, $2.80 or $2.75 per share, respectively,
to new investors.
Number of Shares of Common Stock Sold in the Offering (1)
200,000 300,000 400,000 500,000
Shares Shares Shares Shares
Public offering price per share 3.00 3.00 3.00 3.00
-------------- ------------- -------------- --------------
Net tangible book value before the offering 0.01 0.01 0.01 0.01
Increase in net tangible book value
attributable to new investors 0.10 0.15 0.19 0.24
-------------- ------------- -------------- --------------
Pro forma net tangible book value per share
after the offering 0.11 0.16 0.20 0.25
-------------- ------------- -------------- --------------
Dilution per share to new public investors 2.89 2.84 2.80 2.75
(1) The above dilution calculations do not give effect to the outstanding
warrants to purchase up to 157,062 shares of common stock at $.75 per share.
17
OFFERING BY SELLING SHAREHOLDERS
The following tables set forth certain information concerning each of the
selling shareholders. The shares are being registered to permit the selling
shareholders and their transferees or other successors in interest to offer the
shares in compliance with Rule 415(a)(1)(ix), at a price of $3.00 per share for
the duration of the Offering by the Company
Selling shareholders are under no obligation to sell all or any portion of
their shares. Particular selling shareholders may not have a present intention
of selling their shares and may sell less than the number of shares indicated.
The following table assumes that the selling shareholders will sell all of their
shares.
None of the Selling Shareholders are broker-dealers or affiliates of
broker-dealers.
Total number Number of % of Beneficial
Of shares owned shares included Ownership at
Selling Shareholder prior to offering in offering completion of Offering (1)
- ------------------------------------------------------------------------------------------------------------------
Andrew Tarabelli 18,667 18,667 *
Shirley V Fox and Raymond A Fox, Jr. 1,000 1,000 *
Heather Sides 800 800 *
Devon Rae Sides 65 65 *
Rian Grey Sides 65 65 *
Leslie C. Fox 6,667 6,667 *
Ann G, Travers Revocable Trust 8,000 8,000 *
Kevin M. Petrone 1,300 1,300 *
Alfred Zefara 6,667 6,667 *
Robert Fredricks 7,333 7,333 *
Patric Sellitti 7,333 7,333 *
William T. Rooker & Iman Rooker, 1,500 1,500 *
Martin Murray & Susanna Murrya 2,500 2,500 *
Ryan Michael Byson 500 500 *
Stephanie Nicole Murray 100 100 *
Martin Gouglas Murray 100 100 *
Joseph Pileri 2,667 2,667 *
Donald B. Stevenson 10,000 10,000 *
James W. Zimbler (2) 213,334 13,334(2) 226,668(2)
Robert Fox 1,000 1,000 *
Linda Steinkamp 3,000 3,000 *
Theresa Steinkamp 3,000 3,000 *
Carole S. Daddona 6,667 6,667 *
Kevin Duckman 6,667 6,667 *
Irving Schwab 13,333 13,333 *
Albino L. Sellitti 4,000 4,000 *
John Mirabella 1,333 1,333 *
Vincent J. Dixon 1,333 1,333 *
Ralph Dente 1,333 1,333 *
Brain E. Rooney 1,333 1,333 *
Richard Carter 13,334 13,334 *
Stefeno Buscarnea 1,333 1,333 *
Marc Regan 1,333 1,333 *
James G. Petrone & Thelma A Petrone 133 133 *
Michael V. Della Fave 1,333 1,333 *
Caarmine S. Marcello, Jr. 1,333 1,333 *
Kevin D. Canterman 1,333 1,333 *
Jeanne Kirk 4,000 4,000 *
Total 157,062
18
Total Shares and shares underlying warrants
included in registration statement: 314,124
(*) Less than 1% of the issued and outstanding shares.
(1) Assuming exercise of all warrants and sale of all shares offered by the
Company.
(2) Mr. Zimbler owns a total of 213,334 shares of common stock. Mr. Zimbler is
a control person, along with another shareholder, Michael S. Krome, Esq.,
a holder of 40,000 shares in Alpha Advisors, LLC. The shares owned by Mr.
Zimbler and Alpha total 488,334 and when all of the ownership percentages
are added, the control percentage for Alpha Advisors LLC is 8.3%, if voted
as a block. The shares owned by Mr. Krome and Alpha total 315,000 and when
all of the ownership percentages are added, the control percentage for
Alpha Advisors LLC is 5.4%, if voted as a block. If Mr. Zimbler, Mr. Krome
and Alpha are pooled, the percentage is 9.0%
SHARES ELIGIBLE FOR FUTURE SALE
As of the date of this offering, Xiom Corp. has 5,800,925 outstanding
shares of Common Stock with an estimated book value of $100,364 or $.017 per
share. Assuming the 500,000 shares to be sold by the Company are sold and the
exercise of the 157,062 shares underlying the warrants, there will be a total of
6,457,987 shares issued and outstanding. The shares held by the officers and
directors and other entities holding more than 5% of the issued and outstanding
shares of the Company will be subject to the volume selling requirements of Rule
144.
In general, under Rule 144 as currently in effect, a person or persons
whose shares are aggregated, including an Affiliate, who has beneficially owned
Restricted Shares for at least one year is entitled to sell, within any
three-month period, a number of such shares that does not exceed the greater of:
(i) One percent of the outstanding shares of Common Stock; or
(ii) The average weekly trading volume in the Common Stock during the four
calendar weeks preceding the date on which notice of such sale is filed with the
Securities and Exchange Commission.
Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public information
about Xiom, Inc. In addition, a person who is not an Affiliate and has not been
an Affiliate for at least three months prior to the sale and who has
beneficially owned Restricted Shares for at least two years may resell such
shares without regard to the requirements described above. Xiom, Inc. is unable
to estimate the number of Restricted Shares that ultimately will be sold under
Rule 144 because the number of shares will depend in part on the market price
for the Common Stock, the personal circumstances of the sellers and other
factors. See "Risk Factors--Shares Eligible for Future Sale" and "Risk
Factors--Possible Volatility of Stock Price."
19
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 10,000,000 shares of common
stock, par value $.0001 per share. As of March 31, 2005, there were 5,800,925
shares of Common Stock outstanding, all of which were fully paid and
non-assessable. This does not include the 500,000 shares being registered in
this Registration Statement to be sold by the Company, if possible, from time to
time, and the 157,062 shares underlying the warrants. The following summary
description of the Common Stock is qualified in its entirety by reference to the
Company's Certificate of Incorporation and all amendments thereto.
Common Stock
Our authorized capital stock consists of 10,000,000 shares of common
stock, par value $.0001 per share. Each share of Common Stock entitles its
holder to one non-cumulative vote per share and, the holders of more than fifty
percent (50%) of the shares voting for the election of directors can elect all
the directors if they choose to do so, and in such event the holders of the
remaining shares will not be able to elect a single director. Holders of shares
of Common Stock are entitled to receive such dividends, as the board of
directors may, from time to time, declare out of Company funds legally available
for the payment of dividends. Upon any liquidation, dissolution or winding up of
the Company, holders of shares of Common Stock are entitled to receive pro rata
all of the assets of the Company available for distribution to stockholders.
Stockholders do not have any pre-emptive rights to subscribe for or
purchase any stock, warrants or other securities of the Company. The Common
Stock is not convertible or redeemable. Neither the Company's Certificate of
Incorporation nor its By-Laws provide for pre-emptive rights.
PLAN OF DISTRIBUTION
No market currently exists for our shares. The price reflected in this
Prospectus of $3.00 per share is the initial offering price of shares upon the
effectiveness of this prospectus. At that time the selling shareholders may
offer the shares for this price, until the shares are traded on the OTC Bulletin
Board, if ever. At that time the price will be determined by the market and may
not reflect the initial price of our shares after the offering. We cannot make
any prediction at what range our shares will trade at, if any.
The shares may be sold or distributed from time to time by the selling
stockholders or by pledges, donees or transferees of, or successors in interest
to, the selling stockholders, directly to one or more purchasers (including
pledges) or through brokers, dealers or underwriters who may act solely as
agents or may acquire shares as principals, prior to trading this price will be
$3.00, after the shares are trading, if ever, it will be at market prices
prevailing at the time of sale. After the shares are traded, if this happens,
the distribution of the shares may be effected in one or more of the following
methods:
o ordinary brokers transactions, which may include long or short
sales,
o transactions involving cross or block trades on any securities or
market where our common stock is trading,
o purchases by brokers, dealers or underwriters as principal and
resale by such purchasers for their own accounts pursuant to this
prospectus,
20
o "at the market" to or through market makers or into an existing
market for the common stock,
o in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents,
o through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise), or
o any combination of the foregoing, or by any other legally available
means.
Brokers, dealers, underwriters or agents participating in the distribution
of the shares may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of
customary commissions). The selling stockholders and any broker-dealers acting
in connection with the sale of the shares hereunder may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act of 1933,
and any commissions received by them and any profit realized by them on the
resale of shares as principals may be deemed underwriting compensation under the
Securities Act of 1933. Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer,
underwriter or agent relating to the sale or distribution of the shares. Because
the selling stockholders may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act of 1933, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act of 1933.
Each selling stockholder has advised us that the stockholder has not yet entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the shares.
At the time a particular offer is made by or on the behalf of the selling
security holders, a prospectus, including any necessary supplement thereto, will
be distributed which will set forth the number of shares of common stock, and
the terms of the offering, including the name or names of any underwriters,
dealers, or agents, the purchase price paid by any underwriter for the shares
purchased from the selling security holders, any discounts, commissions and
other items constituting compensation from the selling security holders, any
discounts, commissions, or concessions allowed, re-allowed, or paid to dealers,
and the proposed selling price to the public.
XIOM Corp. will receive the proceeds of the 500,000 shares to be sold in
the future directly by the Company, from time to time and the 157,062 shares
underlying the warrants. The Company will only receive the proceeds from the
sale of the shares by the Company, if sold and/or the warrants are exercised.
There is no guarantee that the shares will be sold.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. The Company's
Certificate of Incorporation provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director except as limited by Delaware law. The
Company's Bylaws provide that the Company shall indemnify to the full extent
authorized by law each of its directors and officers against expenses incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.
21
Insofar as indemnification for liabilities may be invoked to disclaim
liability for damages arising under the Securities Act of 1933, as amended, or
the Securities Act of 1934, (collectively, the "Acts") as amended, it is the
position of the Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.
DELAWARE ANTI-TAKEOVER LAW AND OUR CERTIFICATE OF INCORPORATION AND BY-LAW
PROVISIONS
Provisions of Delaware law and our Certificate of Incorporation and
By-Laws could make more difficult our acquisition by a third party and the
removal of our incumbent officers and directors. These provisions, summarized
below, are expected to discourage coercive takeover practices and inadequate
takeover bids and to encourage persons seeking to acquire control of the Company
to first negotiate with us. We believe that the benefits of increased protection
of our ability to negotiate with proponent of an unfriendly or unsolicited
acquisition proposal outweigh the disadvantages of discouraging such proposals
because, among other things, negotiation could result in an improvement of their
terms.
We are subject to Section 203 of the Delaware General Corporation Law,
which regulates corporate acquisitions. In general, Section 203 prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years following the date
the person became an interested stockholder, unless:
(i) The Board of Directors approved the transaction in which such
stockholder became an interested stockholder prior to the date the
interested stockholder attained such status;
(ii) Upon consummation of the transaction that resulted in the
stockholder's becoming an interested stockholder, he or she owned at
least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding shares owned by persons
who are directors and also officers; or
(iii) On subsequent to such date the business combination is approved by
the Board of Directors and authorized at an annual or special
meeting of stockholders.
A "business combination" generally includes a merger, asset or stock sale,
or other transaction resulting in a financial benefit to the interested
stockholder. In general, an "interested stockholder" is a person who, together
with affiliates and associates, owns, or within three years prior to the
determination of interested stockholder status, did own, 15% or more of the
corporation's voting stock.
22
WHERE YOU CAN FIND MORE INFORMATION
Upon effectiveness of this registration statement we will commence filing
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any report, proxy statement or other
information we file with the Commission at the Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, we will file electronic versions of these documents
on the Commission's Electronic Data Gathering Analysis and Retrieval, or EDGAR,
System. The Commission maintains a website at http://www.sec.gov that contains
reports, proxy statements and other information filed with the Commission.
We have filed a registration statement on Form SB-2 with the Commission to
register shares of our common stock issued and issuable upon exercise of
warrants to be sold by the selling stockholders. This prospectus is part of that
registration statement and, as permitted by the Commission's rules, does not
contain all of the information set forth in the registration statement. For
further information with respect to us, or our common stock, you may refer to
the registration statement and to the exhibits and schedules filed as part of
the registration statement. You can review a copy of the registration statement
and its exhibits and schedules at the public reference room maintained by the
Commission, and on the Commission's web site, as described above. You should
note that statements contained in this prospectus that refer to the contents of
any contract or other document are not necessarily complete. Such statements are
qualified by reference to the copy of such contract or other document filed as
an exhibit to the registration statement.
TRANSFER AGENT
The Transfer Agent and Registrar for the common stock is Manhattan Stock
Transfer Registrar Company, 1 West Street, Suite 3402, New York, NY 10004,
212-425-2750,
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the experts named herein was or is a promoter, underwriter, voting
trustee, director, officer or employee of XIOM Corp. Michael S. Krome, Esq., is
the holder of a total of 40,000 shares of common stock, part of which is a
portion of his legal fee. As a partner in Alpha Advisors, Mr. Krome has
beneficial control over an additional 275,000 shares of common stock.
Furthermore, none of the experts was hired on a contingent basis and none of the
other experts named herein will receive a direct or indirect interest in XIOM
Corp., other than Mr. Krome.
LEGAL MATTERS
The validity of the shares of common stock offered in this prospectus has
been passed upon for us by Michael S. Krome, Esq., 8 Teak Court, Lake Grove, New
York 11755, (631) 737-8381.
EXPERTS
Our audited financial statements as of December 31, 2004 and December 31,
2003 and for the years then ended, have been included in this prospectus and in
the registration statement filed with the Securities and Exchange Commission in
reliance upon the report of independent auditors, dated March 25, 2005, upon
authority as experts in accounting and auditing. N. Blumenfrucht, CPA, PC's
report on the financial statements can be found at the end of this prospectus
and in the registration statement.
23
XIOM INC.
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
September 30, 2004
And
Six Months Ended March 31, 2005
N. Blumenfrucht CPA PC
1040 East 22nd Street
Brooklyn New York 11210
Tel.- 718-692-2743
Fax -718-692-2203
To The Board of Directors and Stockholders of XIOM Corp.
- -------------------------------------------------------
We have audited the accompanying balance sheets of XIOM Corp. (formerly known as
Panama Industries, LTD.) as of September 30, 2004 and 2003 and the related
statements of operations, stockholders' equity and cash flows for the years
ended September 30, 2004 and 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Oversight Board (United States) Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of XIOM Corp., as of the September
30, 2004 and 2003 and the results of its operations and its cash flows for the
years ended September 30, 2004 and 2003 in conformity with accounting principles
generally accepted in the United States.
The accompanying financial statements have been prepared assuming that XIOM
Corp. will continue as a going concern. As discussed in Note 12 to the financial
statements, the Company has an accumulated deficit of approximately $210,000.
The Company incurred a net loss for the period ended September 30, 2004 of
approximately $115,000 and has working capital of approximately $15,000 These
factors raise substantial doubts about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 12. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty
Brooklyn New York
March 25, 2005
F-2
XIOM, Corp.
Balance Sheets
As Of September 30, 2004 and 2003
2004 2003
--------- ---------
Assets
- ------
Current Assets
Cash and Cash Equivalents $ 3,326 $ 9,257
Trade Accounts Receivable 11,880 25,108
Inventory 2,086 3,402
Prepaid Expenses 1,316 2,316
--------- ---------
Total Current Assets 18,608 40,083
--------- ---------
Fixed Assets
Machinery and Equipment 14,646 14,646
Vehicles 16,411 0
Leasehold Improvements 10,120 10,120
--------- ---------
41,177 24,766
Less: Accumulated Depreciation (18,987) (15,086)
--------- ---------
Fixed Assets, Net 22,190 9,680
--------- ---------
Other Assets
Patents Pending 122,500 0
Retainage Receivable 26,334 50,828
Security Deposits 2,148 2,148
--------- ---------
Total Other Assets 150,982 52,976
--------- ---------
Total Assets $ 191,780 $ 102,739
========= =========
Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities
Accounts Payable 3,715 3,453
Accrued Expenses 0 8,578
Notes Payable 0 12,000
--------- ---------
Total Current Liabilities 3,715 24,031
Long-Term Liabilities
Shareholder Loan 87,701 58,080
--------- ---------
Total Liabilities 91,416 82,111
--------- ---------
Stockholders' Deficit
Common Stock 557 363
Additional Paid-In Capital 311,930 117,784
Retained (Deficit) (212,123) (97,519)
--------- ---------
Total Stockholders' Equity 100,364 20,628
--------- ---------
Total Liabilities and
Stockholders' Equity $ 191,780 $ 102,739
========= =========
See accompanying notes to financial statements
F-3
XIOM, Corp.
Statements of Operations
For The Years Ended September 30, 2004 and 2003
2004 2003
----------- -----------
Sales $ 114,479 $ 143,973
Cost of Sales 69,185 42,320
----------- -----------
Gross Profit 45,294 101,653
General and Administrative Expenses 159,898 77,563
----------- -----------
Operating Income (Loss) (114,604) 24,090
Other Income (Expenses) 0
----------- -----------
Net Income (Loss) (114,604) 24,090
=========== ===========
Basic and Diluted Income (Loss) per Share $ (0.03) $ 0.01
=========== ===========
Weighted Average Number of Shares Outstanding 3,970,602 3,632,973
=========== ===========
See accompanying notes to financial statements
F-4
XIOM, Corp.
Statements of Stockholders' Equity (Deficit)
For The Years Ended September 30, 2004 and 2003
Common Stock
------------------------------------- Additional Retained Total
Per Share Number of Par Paid-In Earnings Shareholders'
Amount Shares Value Capital (Deficit) Equity (Deficit)
------------------------------------- ------------ ------------- ---------------
Balance, September 30, 2002 3,632,973 363 117,784 (121,609) (3,462)
Net Income for the year
ended September 30, 2003 24,090 24,090
------------ ---------- ------------ ------------- ---------------
Balance, September 30, 2003 3,632,973 363 117,784 (97,519) 20,628
Net (Loss) for the year
ended September 30, 2004 (114,604) (114,604)
Shares issued in August 2004 to
purchase Patent Technology Rights $0.10 1,225,000 123 122,377 122,500
Shares issued in August 2004 to
repay Notes Payable $0.10 120,000 12 11,988 12,000
Shares issued in August 2004 to repay
Shareholder Loan $0.10 125,000 12 12,488 12,500
Shares issued for services during the
year ended September 30, 2004 $0.10 473,400 47 47,293 47,340
------------ ---------- ------------ ------------- ---------------
Balance, September 30, 2004 5,576,373 557 311,930 (212,123) 100,364
============ ========== ============ ============= ===============
See accompanying notes to financial statements.
F-5
XIOM, Corp.
Statements of Cash Flow
For The Years Ended September 30, 2004 and 2003
2004 2003
--------- ---------
Cash Flows from Operating Activities:
Net Income (Loss) $(114,604) $ 24,090
--------- ---------
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation 3,901 2,260
Issuance of Shares for Services 47,340
(Increase) decrease in:
Receivables 13,228 (6,519)
Materials and Supplies 1,316 884
Other Current Assets 1,000 (571)
Retainage Receivable 24,494 (15,310)
Other Assets 0 348
Accounts Payable and Accrued Expenses (8,316) (3,522)
--------- ---------
Total Adjustments 82,963 (22,430)
--------- ---------
Net cash provided (used) in operating activities $ (31,641) $ 1,660
--------- ---------
Cash Flows from Investing Activities:
Purchase of Fixed Assets (16,411) (2,536)
--------- ---------
Net cash provided (used) by investing activities (16,411) (2,536)
--------- ---------
Cash Flows from Financing Activities:
Repayment of Notes Payable 0 (8,815)
Proceeds from Shareholder Loan 42,121 15,031
--------- ---------
Net cash provided (used) by financing activities 42,121 6,216
--------- ---------
Net increase (decrease) in cash and cash equivalents (5,931) 5,340
Cash & Cash Equivalents, Beginning of Period $ 9,257 $ 3,917
--------- ---------
Cash & Cash Equivalents, End of Period $ 3,326 $ 9,257
========= =========
Supplemental Disclosures
Non-Cash Financing and Investing Activities
Issuance of Shares for Services 47,340 0
========= =========
Issuance of Shares for Patent and Technology Rights 122,500 0
========= =========
Issuance of Shares in Exchange for Notes Payable 12,000 0
========= =========
Issuance of Shares in Exchange for Shareholder Loan 12,500 0
========= =========
See accompanying notes to financial statements
F-6
XIOM, Corp.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ENTITY AND ORGANIZATION
XIOM, Corp., formerly Panama Industries, Ltd., ("XIOM or "the Company") was
incorporated in March 1998, but was inactive until May 1999. At that time,
all operating assets and liabilities of Thermaltec International Corp.
("Thermaltec"), the previous parent company, were transferred into XIOM. In
June 2001, XIOM was spun out from Thermaltec upon which the shareholders of
Thermaltec received one common share of XIOM for every three common shares
of Thermaltec. During fiscal 2004 and 2003, XIOM developed a patented
industrial based thermal spray coating technology which will sold directly
to commercial customers as well as through a worldwide network of
distributorships.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
REVENUE RECOGNITION
Revenues from contracts which have terms greater than one month and are
fixed-price contracts are recognized on the percentage-of-completion
method, measured by the percentage of actual cost incurred to date, to the
estimated total cost for each contract. On those contracts which are not
fixed-price in nature and which contractually require the billing of actual
costs and expenses incurred during the period, revenue is recognized as the
actual amount invoiced during the period.
Estimated costs and revenues are based upon engineering estimates of the
work performed to date relative to the total work required under the
contract. Changes in contract estimates which result in changes in
estimated profit are applied to the cumulative work accomplished on the
project. The re-calculated gross profit on the contract is applied to the
revenues recorded to date for the entire life of the contract.
CASH AND CASH EQUIVALENTS
For the purpose of the statement of cash flows, the Company includes cash
on deposit, money market funds, amounts held by brokers in cash accounts
and funds temporarily held in escrow to be cash equivalents.
ACCOUNTS RECEIVABLE
Accounts receivable have been adjusted for all known uncollectible
contracts; an allowance for doubtful contracts has not been provided, as
the amount is not considered material.
INVENTORY
Inventory consists of various materials and supplies utilized on
construction contracts and are valued at the lower of cost (first-in,
first-out) or market.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment is stated at cost. Major expenditures for property
and, those that substantially increase useful lives, are capitalized.
Maintenance, repairs, and minor renewals are expensed as incurred. When
assets are retired or otherwise disposed of, their costs and related
accumulated depreciation are removed from the accounts and resulting gains
or losses are included in income. Depreciation is provided by both
straight-line and accelerated methods over the estimated useful lives of
the assets.
F-7
XIOM, Corp.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003
EARNINGS (LOSS) PER SHARE
The Company has adopted SFAS No. 128, "Earnings per Share", which requires
presentation of basic earnings per share ("Basic EPS") and diluted earnings
per share ("Diluted EPS") by all publicly traded entities, as well as
entities that have made a filing or are in the process of filing with a
regulatory agency in preparation for the sale of securities in a public
market.
Basic EPS is computed by dividing net income or loss available to common
shareholders by the weighted average number of common shares outstanding
during the period. The computation of Diluted EPS gives effect to all
potentially dilutive common shares during the period. The computation of
Diluted EPS does not assume conversion, exercise or contingent exercise of
securities that would have an antidilutive effect on earnings.
INCOME TAXES
The Company has adopted Financial Accounting Standards Board Statement No.
109, "Accounting for Income Taxes".
DEFERRED INCOME TAXES
Deferred tax assets arise principally from net operating losses and capital
losses available for carryforward against future years' taxable income.
RECLASSIFICATIONS
Certain accounts in the prior-year financial statements have been
reclassified for comparative purposes to conform to the presentation in the
current-year financial statements.
2. INVENTORY
For the years ended:
September 30, 2004 September 30, 2003
------------------ ------------------
Inventory consists of the following:
Materials and Supplies $2,086 3,402
3. PROPERTY AND EQUIPMENT
For the years ended:
Estimated useful September 30, 2004 September 30 2003
Life - years ------------------ -----------------
Machinery and equipment 5-10 $ 14,646 $ 14,646
Vehicles 3-5 16,411
Leasehold improvements 5-31.5 10,120 10,120
--------- ----------
41,177 24,766
Less accumulated depreciation
and amortization (18,987) (15,086)
--------- ----------
Net property and equipment $ 22,190 $ 9,680
========= ==========
Depreciation for the years ended September 30, 2004 and 2003 was $3,901 and
$2,260, respectively.
F-8
XIOM, Corp.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003
4. PATENTS PENDING
In August 2004, the two operating officers of XIOM, who are also
shareholders, irrevocably transferred to the Company all current and future
rights, title and interest in certain technology and intellectual property
patents pending related to the low temperature thermal spray gun, modular
control unit and material powder feeder. In exchange for transferring their
individual ownerships, one of the officers received 375,000 shares of
restricted common stock and the other officer, who is also the inventor,
received 850,000 shares of restricted common stock. These shares were
valued at $.10 per share, which approximated the fair market value of the
common stock on the date of the exchange.
5. RETAINAGE RECEIVABLE
Retainage receivable represents the cumulative amount held-back from each
percentage-of-completion billing pursuant to long-term contracts. Such
amounts will be paid to the Company upon the completion of each contract
and customer approval. The net increase(decrease) in Retainage Receivable
for fiscal 2004 and 2003 was ($24,494) and $15,310, respectively.
6. NOTES PAYABLE
Notes Payable at September 30, 2003 represents several non-interest bearing
demand notes payable to certain individuals in varying amounts. These notes
were paid off in August of 2004 by issuing 120,000 shares of restricted
common stock. These shares were valued at $.10 per share, which
approximated the fair market value of the common stock on the date of the
issuance.
7. SALES TO MAJOR CUSTOMERS
For the fiscal years ending September 30, 2004 and 2003, the Company had
one major customer who accounted for substantially all of the sales and
trade accounts receivables.
8. COMMITMENTS AND CONTINGENCIES
LEASES
XIOM leases office space on a month-to-month basis for $1,300 per month. In
addition, the Company leases a separate manufacturing and warehouse
facility on a month-to-month basis for $2,500 per month. Rent expense, net
of sub-lease income, for fiscal 2004 and 2003 was approximately $35,600 and
$27,500, respectively.
9. COMMON STOCK
For the period ended:
September 30, 2004 September 30, 2003
------------------ ------------------
Common stock is as follows:
Common stock, $.0001 par value,
10,000,000 shares authorized.
Shares issued and outstanding 5,576,373 3,632,973
Par Value $557 $363
F-9
XIOM, Corp.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003
10. INCOME TAXES
No provision for income taxes was recorded for the fiscal year ended
September 30, 2003 because, as of September 30, 2002, the Company had net
operating and capital loss carryforwards of approximately $161,000 and
$533,000, respectively, which expire in 2015 and 2010, respectively.
At September 30, 2004 and 2003, the Company provided a full valuation
allowance against the gross deferred tax asset because, in management's
opinion at this time, it is more likely than not, such benefits will not be
realized during the respective carryforward periods.
11. SUBSEQUENT EVENTS
In March 2005, the Company completed a private placement offering in which
it sold and issued 157,062 shares of restricted common stock at a price of
$.75 per share. In addition, the stockholders that purchased these shares
also received a warrant to purchase one share of common stock for each
share they purchased. Each warrant has an exercise price of $.75 per share
and a term of one year.
In March 2005, XIOM negotiated an extension of the contract with their
primary customer, the New York State Energy Research & Development
Authority ("NYSERDA"). Pursuant to terms of this contract extension, XIOM
will receive approximately $250,000 in funding over the next twelve to
eighteen months to develop an automation process for the thermal spray
technology that was developed in the original contract.
12. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial
statements, the Company incurred a Net Loss of approximately $114,000 for
the year ended September 30, 2004 and Net Income of only $24,000, for the
year ended September 30, 2003. These factors raise substantial doubt about
the Company's ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability
and classification of recorded assets, or the amounts and classification
of liabilities that might be necessary in the event the Company cannot
continue in existence.
F-10
XIOM, Corp.
Balance Sheet
As Of March 31, 2005
(Unaudited)
Assets
- ------
Current Assets
Cash and Cash Equivalents $ 22,324
Trade Accounts Receivable 2,114
Inventory 44,088
Prepaid Expenses 1,316
---------
Total Current Assets 69,842
---------
Fixed Assets
Machinery and Equipment 21,646
Vehicles 16,411
Leasehold Improvements 21,120
---------
59,177
Less: Accumulated Depreciation (20,937)
---------
Fixed Assets, Net 38,240
---------
Other Assets
Patents Pending 122,500
Retainage Receivable 27,124
Security Deposits 2,148
---------
Total Other Assets 151,772
---------
Total Assets $ 259,854
=========
Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities
Accounts Payable and Accrued Expenses 3,315
---------
Total Current Liabilities 3,315
Long-Term Liabilities
Shareholder Loan 87,701
---------
Total Liabilities 91,016
---------
Stockholders' Deficit
Common Stock 580
Additional Paid-In Capital 480,320
Retained (Deficit) (312,062)
---------
Total Stockholders' Equity 168,838
---------
Total Liabilities and Stockholders' Equity $ 259,854
=========
See accompanying notes to financial statements
F-11
XIOM, Corp.
Statement of Operations
For The Six Months Ended March 31, 2005
(Unaudited)
Sales $ 38,847
Cost of Sales 23,308
-----------
Gross Profit 15,539
General and Administrative Expenses 115,478
-----------
Operating Income (Loss) (99,939)
Other Income (Expenses) 0
-----------
Net Income (Loss) (99,939)
===========
Basic and Diluted Income (Loss) per Share $ (0.02)
===========
Weighted Average Number of Shares Outstanding 5,609,058
===========
See accompanying notes to financial statements
F-12
XIOM, Corp.
Statement of Stockholders' Equity
For The Six Months Ended March 31, 2005
(Unaudited)
Common Stock
---------------------------------- Additional Retained Total
Per Share Number of Par Paid-In Earnings Shareholders'
Amount Shares Value Capital (Deficit) Equity (Deficit)
---------------------------------- ---------- --------- ----------------
Balance, September 30, 2004 5,576,373 557 311,930 (212,123) 100,364
Net Income for the six months ended March 31, 2005 (99,939) (99,939)
Shares issued for services during the quarter
ended March 31, 2005 0.75 67,490 7 50,610 50,617
Sale of Common Stock 0.75 157,062 16 117,780 117,796
--------- ------ -------- -------- ------------
Balance, March 31, 2005 5,800,925 580 480,320 (312,062) 168,838
See accompanying notes to financial statements
F-13
XIOM, Corp.
Statements of Cash Flow
For The Years Ended September 30, 2004 and 2003
(Unaudited)
Cash Flows from Operating Activities:
Net Income (Loss) $ (99,939)
---------
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation 1,950
Issuance of Shares for Services 50,617
(Increase) decrease in:
Receivables 9,766
Inventory (42,002)
Retainage Receivable (790)
Accounts Payable and Accrued Expenses (400)
---------
Total Adjustments 19,141
---------
Net cash provided (used) in operating activities $ (80,798)
---------
Cash Flows from Investing Activities:
Purchase of Fixed Assets (18,000)
---------
Net cash provided (used) by investing activities (18,000)
---------
Cash Flows from Financing Activities:
Proceeds from sale of Common Stock 117,796
---------
Net cash provided (used) by financing activities 117,796
---------
Net increase (decrease) in cash and cash equivalents 18,998
Cash & Cash Equivalents, Beginning of Period $ 3,326
---------
Cash & Cash Equivalents, End of Period $ 22,324
=========
Supplemental Disclosures
Non-Cash Financing and Investing Activities
Issuance of Shares for Services 50,617
=========
See accompanying notes to financial statements
F-14
XIOM, Corp.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2005
1. ISSUANCE OF COMMON STOCK
In March 2005, the XIOM completed a private placement offering in which it
sold and issued 157,062 shares of restricted common stock at a price of
$.75 per share. In addition, the stockholders that purchased these shares
also received a warrant to purchase one share of common stock for each
share they purchased. Each warrant has an exercise price of $.75 per share
and a term of one year.
2. SALE TO MAJOR CUSTOMER
In March 2005, XIOM negotiated an extension of the contract with their
primary customer, the New York State Energy Research & Development
Authority ("NYSERDA"). Pursuant to terms of this contract extension, XIOM
will receive approximately $250,000 in funding over the next twelve to
eighteen months to develop an automation process for the thermal spray
technology that was developed in the original contract.
3. STOCK OPTION GRANTS
On March 1, 2005, XIOM granted three separate options to purchase a total
of 700,000 shares of restricted common stock at a price of $.75 per share.
The two operating officers, who are also shareholders, each received an
option to purchase 300,000 restricted common shares and a consultant to
the company received an option to purchase 100,000 restricted common
shares. The options are exercisable, in whole or in part, at the sole
discretion of the grantee through February 28, 2010 and may not be
assigned or otherwise transferred.
F-15
------------------------------------------------
XIOM Corp.
814,124 Shares
Common Stock
PROSPECTUS
You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different. This prospectus is not an offer to sell common
stock and is not soliciting an offer to buy common stock in any state where the
offer or sale is not permitted.
Until ______________, 2005, all dealers that effect transactions in these
securities, whether or not participating in the offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
____________, 2005
------------------------------------------------
24
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors, Officers, Employees and Agents.
The Registrant's certificate of incorporation limits the liability of the
Registrant's directors to the maximum extent permitted by Delaware law. Delaware
law provides that a director of a corporation will not be personally liable for
monetary damages for breach of that individual's fiduciary duties as a director
except for liability for (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2) any act or omission not in good faith or
that involves intentional misconduct or a knowing violation of the law, (3)
unlawful payments of dividends or unlawful stock repurchases or redemptions, or
(4) any transaction from which the director derived an improper personal
benefit.
This limitation of liability does not apply to liabilities arising under federal
securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission.
The Delaware General Corporation Law provides that a corporation may indemnify
directors and officers, as well as other employees and individuals, against
attorneys' fees and other expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed actions, suits or proceedings in which such
person was or is a party or is threatened to be made a party by reason of such
person being or having been a director, officer, employee or agent of the
corporation. The Delaware General Corporation Law provides that this is not
exclusive of other rights to which those seeking indemnification may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
The Registrant's certificate of incorporation and bylaws provide that the
Registrant is required to indemnify its directors and officers to the maximum
extent permitted by law. The Registrant's bylaws also require the Registrant to
advance expenses incurred by an officer or director in connection with the
defense of any action or proceeding arising out of that party's status or
service as a director or officer of the Registrant or as a director, officer,
employee benefit plan or other enterprise, if serving as such at the
Registrant's request. The Registrant's by-laws also permit the Registrant to
secure insurance on behalf of any director or officer for any liability arising
out of his or her actions in a representative capacity. The Registrant intends
to enter into indemnification agreements with its directors and some of its
officers containing provisions that (1) indemnify, to the maximum extent
permitted by Florida law, those directors and officers against liabilities that
may arise by reason of their status or service as directors or officers except
liabilities arising from willful misconduct of a culpable nature, (2) to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified, and (3) to obtain directors' and officers' liability
insurance if maintained for other directors or officers.
25
Item 25. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered hereby. All such
expenses will be borne by the registrant; none shall be borne by any selling
stockholders.
Securities and Exchange Commission registration fee $ 286.81
Legal fees and expenses (1) $ 5,000.00
Accounting fees and expenses $ 10,000.00
Miscellaneous (1) $ 5,000.00
-----------
Total (1) $ 20,286.81
- --------------
(1) Estimated.
Item 26. Recent Sales of Unregistered Securities.
For the period of January 1, 2005 through March 18, 2005, Xiom Inc. sold,
pursuant to a private placement 157,062 shares at $0.75 per share with a warrant
to purchase another share of the company at $0.75 per share, and raised a total
of $117,795.50, pursuant to a private placement as follows:
A chart of the shares issued pursuant to the above transaction follows:
Number of Shares Percentage of
Identity of Stockholder or Group beneficially owned (1) Shares Owned
- --------------------------------------------------------------------------------
Andrew Tarabelli 18,667 *
Shirley V Fox and Raymond A Fox, Jr. 1,000 *
Heather Sides 800 *
Devon Rae Sides 65 *
Rian Grey Sides 65 *
Leslie C. Fox 6,667 *
Ann G, Travers Revocable Trust 8,000 *
Kevin M. Petrone 1,300 *
Alfred Zefara 6,667 *
Robert Fredricks 7,333 *
Patric Sellitti 7,333 *
William T. Rooker & Iman Rooker, 1,500 *
Martin Murray & Susanna Murrya 2,500 *
Ryan Michael Byson 500 *
Stephanie Nicole Murray 100 *
Martin Gouglas Murray 100 *
Joseph Pileri 2,667 *
Donald B. Stevenson 10,000 *
James W. Zimbler (2) 13,334 (2)
Robert Fox 1,000 *
Linda Steinkamp 3,000 *
Theresa Steinkamp 3,000 *
Carole S. Daddona 6,667 *
Kevin Duckman 6,667 *
26
Number of Shares Percentage of
Identity of Stockholder or Group beneficially owned (1) Shares Owned
- --------------------------------------------------------------------------------
Irving Schwab 13,333 *
Albino L. Sellitti 4,000 *
John Mirabella 1,333 *
Vincent J. Dixon 1,333 *
Ralph Dente 1,333 *
Brain E. Rooney 1,333 *
Richard Carter 13,334 *
Stefeno Buscarnea 1,333 *
Marc Regan 1,333 *
James G. Petrone & Thelma A Petrone 133 *
Michael V. Della Fave 1,333 *
Caarmine S. Marcello, Jr. 1,333 *
Kevin D. Canterman 1,333 *
Jeanne Kirk 4,000 *
(1) Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of Common Stock that an individual or entity has a
right to acquire within 60 days pursuant to the exercise of options or
warrants are deemed to be outstanding for the purposes of computing the
percentage ownership of such individual or entity, but are not deemed to
be outstanding for the purposes of computing the percentage ownership of
any other person or entity shown in the table.
(2) Mr. Zimbler owns a total of 213,334 shares of common stock. Mr. Zimbler is
a control person, along with another shareholder, Michael S. Krome, Esq.,
a holder of 40,000 shares in Alpha Advisors, LLC. The shares owned by Mr.
Zimbler and Alpha total 488,334 and when all of the ownership percentages
are added, the control percentage for Alpha Advisors LLC is 8.3%, if voted
as a block. The shares owned by Mr. Krome and Alpha total 315,000 and when
all of the ownership percentages are added, the control percentage for
Alpha Advisors LLC is 5.4%, if voted as a block. If Mr. Zimbler, Mr. Krome
and Alpha are pooled, the percentage is 9.0%
With respect to the private placements, XIOM Corp. relied upon Section
4(2) of the Act and Rule 506 of Regulation D for these transactions regarding
the issuance of its unregistered securities. In each instance, such reliance was
based upon the fact that (i) the issuance of the shares did not involve a public
offering, (ii) there were no more than 35 investors (excluding "accredited
investors"), (iii) each investor who was not an accredited investor either alone
or with his purchaser representative(s) has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of the prospective investment, or the issuer reasonably believes
immediately prior to making any sale that such purchaser comes within this
description, (iv) the offers and sales were made in compliance with Rules 501
and 502, (v) the securities were subject to Rule 144 limitation on resale and
(vi) each of the parties is a sophisticated purchaser and had full access to the
information on Medivisor, Inc. necessary to make an informed investment decision
by virtue of the due diligence conducted by the purchaser or available to the
purchaser prior to the transaction.
Neither the offer nor the sale of any of the securities was accomplished
by the publication of any advertisement. Each investor received copies of
disclosure documents.
27
Item 27. Exhibits and Financial Statement Schedules.
(a) Exhibits:
The following exhibits are filed as part of this registration statement:
Exhibit Description of Exhibit
- ------- ----------------------
3.1 (2) Certificate of Incorporation of XIOM Corp.
3.2 (2) Certificate of Amendment to Certificate of Incorporation
3.3 (2) By-laws of XIOM Corp.
4.1 (2) Form of Warrant
5.1 (1) Opinion of Michael S. Krome, Esq.
23.1 (1) Consent of N. Blumenfrucht, CPA, PC., Independent Auditor
23.2 (1) Consent of Michael S. Krome, Esq. (included in Exhibit 5.1)
99.1 (2) Patent Rights transferred to the Company by Thomas Gardega
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(1) Filed herewith
(2) Previously filed with Registration Statement on Form SB-2 on May 6, 2005
Item 28. Undertakings.
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth in
the registration statement; and
(iii) Include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(B) Undertaking Required by Regulation S-B, Item 512(e).
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel that the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned; thereunto duly authorized, in the Town of Westbury, State of New
York, on April 18, 1005.
XIOM Corp.
By: /s/ Andrew B. Mazzone
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President and Director
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POWER OF ATTORNEY
The undersigned directors and officers of XIOM Corp., hereby constitute and
appoint Andrew Mazzone and Thomas Gardega, each of them, with full power to act
without the other and with full power of substitution and re-substitution, our
true and lawful attorneys-in-fact with full power to execute in our name and
behalf in the capacities indicated below any and all amendments (including
post-effective amendments and amendments thereto) to this registration statement
under the Securities Act of 1933 and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm each and every act and thing that such
attorneys-in-fact, or any them, or their substitutes, shall lawfully do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ Andrew Mazzone President and Director May 26, 2005
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Andrew Mazzone
/s/ Thomas Gardega Executive Vice President May 26, 2005
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Thomas Gardega
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